郑中设计: 关于变更注册资本并修订《公司章程》及内部治理制度的公告

Group 1 - The company held its 13th meeting of the 5th Board of Directors on August 8, 2025, to approve the proposal for changing registered capital and amending the Articles of Association [1] - The registered capital will be changed, and the current Articles of Association will be revised to comply with the new Company Law and improve the company's operational standards [1][2] - The proposal for changing registered capital requires special resolution approval from the shareholders' meeting [1] Group 2 - The company issued convertible bonds (referred to as "Yatai Convertible Bonds") that began their conversion period on October 23, 2019, with a total share capital of 272,041,686 shares and registered capital of 272,041,686 yuan as of June 30, 2022 [1] - As of April 17, 2025, the company completed the maturity payment of the "Yatai Convertible Bonds," and from July 1, 2022, to April 17, 2025, a total of 3,014,542 bonds were converted [1] Group 3 - The company will no longer establish a supervisory board or supervisor positions; instead, the Audit Committee of the Board will exercise the powers of the supervisory board as stipulated by the Company Law [1][2] - Amendments to the Articles of Association include changes to the roles and responsibilities of the general manager and the legal representative of the company [2][3] Group 4 - The company aims to enhance the standardization of its operations and governance by revising its internal governance system and Articles of Association [1][2] - The revised Articles of Association will include provisions regarding the legal consequences of actions taken by the legal representative on behalf of the company [3][4] Group 5 - The total number of shares issued by the company is now 307,970,005 shares, reflecting an increase from the previous total of 272,041,686 shares [1][5] - The company will ensure that all shares of the same category have equal rights and that the issuance of shares will follow principles of openness, fairness, and justice [1][7] Group 6 - The company will adopt various methods to increase capital, including public offerings, private placements, and converting convertible bonds into shares [1][9] - The company will adhere to legal and regulatory requirements when issuing convertible bonds and will follow the necessary procedures for any significant changes in share capital [1][9] Group 7 - The company will ensure that any external guarantees provided will be subject to approval by the Board of Directors and the shareholders' meeting, especially for guarantees exceeding certain thresholds [1][22] - The company will disclose significant transactions and ensure that they are approved by the shareholders' meeting [1][48]